Arpak International Investments : Notice of Extra Ordinary General Meeting

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NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT Extra Ordinary General Meeting of the Sharehdlders of Arpak Intetnational Investments Limited will be held on Monday, April 22, 2024 at 1730 AM at the Registered Office of the Company at King's Arcade, 20-A, Matkaz F-7, Islam abad, for transacting the following business:

ORDINARY BUSINESS:

- To confirm the minutes of the Annual General Meeting held on October 27,2023.

SPECIAL BUSINESS:

- To consider and if thought fit to pass with or without amendments f modifications, the following tesolutions as Special Resolutions;

• a. "RESOLVED THAT the Board of Directors of Arpak International Investments Limited (Arpak) hereby approves to subscribe 5,000,000 Ordinary Shares of Rs. 10/ each of "Premiet Grain Ethanol Limited" newly incorporated for manufacturing, production, formulation, extraction, treatment, blending, refining, purification, distillation, fermentation, reduction, dehydration, rectification, preparation, processing, and sale of various types and grades of Ethanol as well as related products / by products derived from grains as raw materials. The Company will own 8% Ordinary Shares of the total shareholding of Premier Grain Ethanol Limited (i.e. 65,002,000 Ordinary Shares of Rs. 10 each)".

• b. *RESOLVED THAT Arpak International lnvestments Limited will further subscribe Right Shares, as and when offered by Premier Grain Ethanol Limited @GEL) to subscribe such further Right/Ordinary Shares as may be renounced by the other shareholders of PGEL, provided that the aggregate amount of investment shall not exceed the sum of Rs. 650,000,000"

c "RESOLVED THAT the Board approved to sell the Company's Property, House No. g, located in Street No. 30 Sector F-7 /l lslamabad for further fnvestment in Premier Grain Ethanol Limited subject to the approval of the Shareholders".

"FURTHER RESOLVED THAT Mr. Iskander M. I(han, Director of the Company and Mr. Mujahid Bashir, Company Secret^ry, afly one of them, be and is hereby authorized to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required including filirg of requisite forms, files, reports, returns and documents with such appropflate authorities, with the authority to delegati all or any of its powers herein conferred to any officer(s) of the Company and/ or arly other person(s), to give effect to this resolution."

7

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"FURTHER RESOLVED THAT a true copy of the resolution, certified by the Company Secretary, be delivered to the Concerned Authority (ies)."

- To transact any othet business of the Company as may be permitted by the Chair.

The Share transfer books of the Company wi[ remain closed from April 22,2024 (both days inclusive).

2024 to

By BoatdIslamabad; March 28,2024

(MUJ tary

Notes:

• 1. A member, eligible to attend and vote at this meeting, may appoint another member as his/her Proxy to attend, speak and vote instead of himself/herself. Proxies in order to be effective must be valid and received by the Company not less than 48 hours before the time for holding of the Meeting and must be duly stamped, signed and witnessed. A member shall not be entitled to appoint more than one proxy.

• 2 Members are requested to notift the Shares Registrar of the Comparty of any change in their addresses immediately.

• 3. CDC shareholders are requested to bring their original Computenzed National Identity Card (CNIC) or Original Passport, account, sub account number and participant's number in the Central Depository System for identification pu{pose for attending the Meeting. In case of a co{porate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be ptoduced (unless it has been provided eadier) at the tirne of the MJeting.

• 4. The SECP vide circular no 4 of 2027 has advised to provide participation of the members through electronic means. Membets interested to patticipate in the EOGM are requested to email their Name, trolio Numbers, Number of Shares held in their name. Cell Number, CNIC Number (along with valid copy of both sides of CNIC) *ith subject 66Registtation for Patticipation in EOGM" [e-mail]. Video link and login credentials shall be shared with only those members whose emails, containing all the required particulars, are receive by the close of business hours (till 5:00 pm) on trriday April 79,2024.

• 5 ELECTRONIC VOTING

  The members are hereby notified that pursuant to Section 1,43-745 of the Companies Act, 2017 and Companies postal Ballot) Regulations, 2018 amended through SRO Zlgi(D/2022, dated December 05, 2022, issued by the Securities and Exchange Commission of Pakisian ("SECp'), wherein, SECP has directed all the listed companies to provide the right to vote thr"ugii electronic voting facility and voting by post to the members on all businesses classified ,, ,p..Irl business.

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FAX : (051l- 2651285-6

Accordingly, members of the Company will be allowed to exercise their right to vote through electronic voting facility ot voting by post for the special business in its forthcoming EGM to be held on Monday Aptil 22,2024 at 77:30 a.m., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

Procedure for E -Voting

4 Details of the e-voting faciliry will be shated through an e-mail with those membem of the

Company who have their valid CNIC numbets, cell numbers, and e-mail addresses avallable in the register of members of the Company by the close of business on April 76,2024.

b) The web address, login details, will be colilnunicated to members via email. The security codes will be communicated to members through SMS from web portal thtough thl e-voting service provider.

.) Identity of the Members intending to cast vote through e-Voting shall be authenticated

through electronic signature or authentication for login.

d) E-Voting lines will start from April 17,2024 at 09:00 a.m. and shall close on April 19,2024 at 5:00 p.m. Members can cast their votes any time in this pedod. Once thi vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

6.

POSTAL BALLOTING

For voting through post for the special business at the Extraordinary General Meeting of "Arpak lnternational Investments Limited" to be held on Monday, Apdl 22, 2OZ4 at 1.1.:30 AM est at2}-A,Idngs Arcade, F-7 Markaz,Islamabad.

Designated email address of the Company Secretary at which the duly filled in ballot paper may be [e-mail]. Annexure of postal balloting available in website and attached with notice as well.

7,

SCRUTINIZER

In accordance with the Regulation 11 of the Regulations, the Board of the Company has appointed its Extetnal Auditors of the Company, a QCR rated audit firm, to act as the Scrutinizet 9f the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.

STATEMENT UNDER SECTION 134 (3) OF THE COMPATIES ACT, 2017

This statement sets out the material facts under section 134(3) of the Companies Act ZO17 pertaining to the aforesaid special business, being items on the notice, intended to be tairsacted at the Extra OrdiLry General Meeting of the Company to be held on April 22,2024. The purpose of this statement is to set forth the material facts conceming such special business.

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FAx: (051) 265'128s-6

Infotmation under Regulation 3 of the Companie (Investment in Associated Companies ot Associated Undeftakings) Regulations, 2017

ITEMNO.A&BOFAGENDA

Aryak International Investments Limited (A.rpak) intends to subscribe 5,000,000 Ordinary Shares of Rs. 10 / each of "Premier Grain Ethanol Limited" newly incolporated for manufactudng, ptoducd.on, formulation, extraction, treattnent, blending, refining, pudfication, distillation, fermentad.on, teduction, dehydration, rectification, prcparutton, processing, and sale of various types and grades of Ethanol as well as related products / by ptoducts derived ftom gtains as raw materials. The Company will own 8%o Ordinary Shares of the total shareholding of Premier Grain Ethanol Limited (i.e. 65,002,000 Ordinary Shares of Rs. 10 each)".

Alpak Intemational Investments Limited will furthet subscdbe Right Shates, as and when offered by Premiet Grain Ethanol Limited (PGEL) to subscribe such futher Right/Ordtnary Shares as may be renounced by the other shateholdets of PGEL, ptovided that the aggtegate amount of investment shall not exceed the sum of Rs. 650,000,000.

NATURE

REQUIRED

PURSUANT TO THE

Sr. # COMPANIES (INVESTMENTS

RELEVANT INFORMATION

IN ASSOCIATED COMPANIES

OR UNDERTAKINGS)

REGUI-ATIONS, 2017

Disclosure for all types of investments (Regulation 3(r)

A

(A) Regarding associated company or associated undertaking: -

1

Name of Investee Company Premier Grain Ethanol Limited (PGEL)

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Relationship company

with associated Ptoposed Associated Company of Chashma Sugat

Mills Limited with 8 o/o shareholding and Common Ditectotship.

111

Earnings pet share fot the last three N/A as newly Incolpotated Company yeafs

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1V

V

Bteakup Value per share Financial Position

Rs.10

N/A as newly Incorporated Company.

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In case of investment in relation to a project of associated company or associated undetaking that has not commenced operatio.ns, following futthet information, namely:

a) Description of the ptoject and its history

• b) Starting date of STotk

• c) Expected date of completion of work d) Time by which such ptoject shall become colnmercially operational. e) Expected time by which the project shall statt paying retutn on investment f) Funds invested by the Sponsors

(B) General Disclosure: -

1

The project is fot setting up Gtain Distillation unit fot rnanufactotirg, production, formulation, extraction, treatment, blendrng, tefining, pudfication, distillation, fermentadon, teduction, dehy&ation, tectifi.cation, preparatton, processing, and sale of vadous types and gades of Ethanol as well as related products / by products dedved ftom grains as raw materials having capacity of 300,000 litets pet day.

July 01 ,2024 Match 31,, 2026

April 07, 2024

'$Tithin one year of Commercial Opetations

Rs. 650.02 million to be invested by all Sponsors.

Maximum amount of investment to Upto Rs. 650 million as equity investrnent in

be made

ordinary share capttal.

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Purpose, benefits likely to accrue to Eq,rrty investrnent in proposed subsidiry cotnparty the investing company and its invloved in gteenfield project. The proposed members from such investment and business of investee company will give adequate

pedod of invesunent; Source of Funds

profits and cashflows against investrnent.

C ompany's Investm entf tntetnal cash generations.

.

TEL: (0Sl) 2650805-Z

FAX : [phone]

Iv Salient featutes of the agreement(s), N/A tf arty, vrith associated company or associated undetaking with tegatds to the pfoposed investment;

v

Ditect or indirect interest of None of the directors, spolrsors, maionty dirsg16rc, sponsors, majonty shateholders and their telatives have any interest in shareholdets and thert telatives, if the associated company or the proposed arty, tn the associated company ot attangement, except to the extent of theit associated undertaking or the shareholding in the associated company or

transaction undet considetation;

v1

In case any investrnent in associated N/A. company or associated undetaking has akeady been made, the perfotmance review of such investment including complete

information/justfication for impairment or wdte offs; and Item no. c of agenda

B

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associated undettaking or the transaction under consideration.

^rly

The Boatd apptoved to sell the Company's Propetty, House No. 9, located in Street No. 30 Sector F-7 /l lslamabad fot further Investrnent in Premier Grain Ethanol Limited subiect to the approval of the Shareholders".

NATURE OF INFORMATION	RELEVANT INFORMATION
REQUIRED TO BE
DISCLOSED PURSUANT TO
THE SRO 423(t 2018
Description/Name of asset;	Residential property House no. 9, Street 30, F-7 /7,
Islamabad
Acquisition date of the asset;	Octobet 2,1,991
Cost	RS 7,605 ,220 /-
Revalued amount and date of	N/A
revaluation (if applicable) ;
Book Value	PKR 4,232,355/-

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Approximate curtent matket pncef fau value;

In case of sale, if the expected sale price is lowet than book value or fatt value, then the teasons thereof;

In case of lease of assets, tenufe, Iease tentals, inctemen t tate; mode/basis of detetmination of lease rentals; and other important terrns and conditions of the lease;

Additional information in case of disposal of land:

Location

Natute of land (e.g. commercial, agdculture, etc);

Areaproposed to be sold.

The ptoposed manner of disposal of the said assets.

In case the company has identifi.ed a buyer, who is a related party the fact shall be disclosed in the statement of matenal facts.

Purpose of the sale, lease ot disposal of assets along with following details: -Ualtzation of the proceeds received ftom the ftansaction; -Effect on opemtional capaciry of the company, rf any; and -Quantitative and qualitative benefits expected to accrue to the members.

Rs 700 million -F

N/A

N/A

House no. 9, Stteet 30,F-7 / 1, Islamabad Residential propery

1600Sq Yard

At Present Matket Value to the Potential buyer

N/A

Consequent to disposal of Investment property, cash inflows that will accrue to the Company will be ut'lized for onwatd investment in Premier Grain Ethanol Limited

C

Except to the extent as mentioned above, the Ditectors of the Company have no direct or inditect intetest in the above said special business except to the extent of their shareholdirg i, the Company.

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